Chanjet Information Technology Company Limited has adopted a comprehensive revision of its Articles of Association, approved at the 27 November 2025 general meeting and filed with Beijing’s Haidian District Administration for Market Regulation on 2 April 2026. Key updates centre on share capital structure, board composition, shareholder rights, profit-distribution rules and corporate governance.
Key corporate data
• Registered capital: RMB 322.23 million, equal to the current total share count of 322.23 million ordinary shares with a par value of RMB1 each.
• Share structure: 135.90 million H shares and 186.33 million domestic shares, reflecting the 2025 conversion of 53.40 million domestic shares into H shares and the repurchase-and-cancellation of 3.54 million domestic shares.
• Authorised capital changes: The board may, within three years of general-meeting approval, issue shares up to 50% of existing capital, except that non-cash contributions still require shareholder approval.
Shareholder rights and obligations
• One share equals one vote; shareholders can attend meetings in person or via proxy, with electronic and on-site participation recognised.
• Investors holding at least 3% of shares for 180 consecutive days may inspect the company’s accounting books; those holding at least 1% can submit meeting proposals; holders of 10% may requisition extraordinary general meetings.
• Transfers: Pre-IPO shares remain locked for 12 months post-listing, while directors, supervisors and senior managers face a 25% annual sale cap and a one-year post-listing lock-up.
Board and governance enhancements
• Board size set at five to nine directors, with at least one-third (minimum three) serving as independent non-executive directors; one independent director must possess accounting or related financial expertise and at least one must ordinarily reside in Hong Kong.
• Specialised committees—Audit, Nomination, and Remuneration & Appraisal—formally established. The Audit Committee, comprising solely non-executive directors and chaired by an independent director, must approve key financial matters including auditor appointments and disclosure of accounts.
• The chairman and president roles remain separated; directors must fulfil fiduciary and due-diligence obligations consistent with Hong Kong standards.
Capital management and profit distribution
• Share buy-backs permitted for seven defined purposes, with holdings capped at 10% of issued shares and disposal or cancellation timelines ranging from 10 days to three years.
• The company will distribute at least 10% of annual after-tax profit to statutory reserves until these reach 50% of registered capital; subsequent dividends may be paid in cash or scrip, subject to shareholder approval.
Audit and disclosure
• An independent accounting firm is engaged annually; audited annual results must be disclosed within four months of fiscal year-end, with interim results within two months of the half-year.
Party building
• The Articles codify the establishment of a Communist Party of China organisation within the company, with assurance of resources for party activities.
Liquidation and dissolution
• Clear procedures are outlined for merger, demerger, dissolution and liquidation, including creditor notifications, asset distribution hierarchy and liability provisions for directors and supervisors during liquidation.
Implementation
The revised Articles take effect immediately upon registration, replacing the previous version. The board is authorised to make non-substantive textual adjustments required by regulators during filing.
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